THIS DECLARATION OF TRUST (this "Trust") is made and executed by SARA JANE SMITH , as Trustor and as Trustee.

ARTICLE I TRUST PROPERTY

The Trustee agrees to hold any property which may be transferred to this Trust in accordance with the terms of this Trust,

ARTICLE II

TRANSFER OF ADDITIONAL PROPERTY TO TRUST

Any person, with the consent of the Trustee, may add
other property to any of the trusts established under this Trust. Such
property may be transferred to the Trustee by deed, assignment, bequest
or devise. In addition, life insurance proceeds and retirement plan
benefits may be transferred to the Trustee by appropriately designating
the Trustee as beneficiary of the life insurance proceeds or retirement
plan benefits.

Any property transferred to the Trustee shall be
subject to all of the provisions of this Trust, as if such property
were originally part of the trust estate.

ARTICLE III

RIGHTS RESERVED DURING LIFE OF TRUSTOR

A. Distributions While Trustor is Living.
While the Trustor is living, on demand of the Trustor, the Trustee
shall distribute to the Trustor any or all of the property contained in
the trust estate.

-1-

B.Distributions Upon Incapacity. If at any time while the Trustor is living, the Trustor
becomes physically or mentally incompetent, the Trustee shall pay or
apply any or all of the income and principal contained in the trust
estate for the support and medical care of the Trustor. Distributions
may be made by the Trustee under this Paragraph whether or not a court
of competent jurisdiction has declared the Trustor to be incompetent,
mentally ill, or in need of a conservator.

ARTICLE IV

SUCCESSOR TRUSTEE

A. Designation of Successor Trustees. If
the Trustor ceases to act or for any other reason, including
disability, is unable to act as Trustee, then the Trustor's son and
daughter, JOHN SMITH and CAROL ANN SMITH, shall become and act as
Successor Co-Trustees. If either JOHN SMITH or CAROL ANN SMITH ceases
to act or for any other reason, including disability, is unable to act
as Co-Trustee, then the other shall act alone as Successor Trustee.

B. Resignation of Trustee: Vacancy in Office: Appointment of Successor Trustee. Any
Trustee may resign at any time by complying with the provisions of this
Paragraph. If the Trustor is then living, the Trustee shall give the
Trustor notice of its resignation. If the Trustor is not then living,
the Trustee shall give written notice of its resignation to those
beneficiaries (or if they are legally disabled, to their conservators,
guardians and other fiduciaries, if any)
who are then entitled to receive mandatory or discretionary payments of
income from the trust estate. The Trustee shall mail its notice of
resignation by certified mail to the last-known addresses of those
persons entitled to receive the notice, at least thirty (30) days
before the Trustee's resignation is to take effect.

Whenever a Trustee resigns or is unable to act, and
no designated Successor Trustee is willing or able to act, or no
Successor Trustee is designated, a Successor Trustee shall be appointed
in the following manner: Each beneficiary entitled to receive a
Trustee's notice of resignation under the first paragraph of this
Paragraph shall have one vote. The person

-2-

receiving a majority of votes shall be appointed Successor Trustee.
If no person shall receive a majority of votes, the resigning Trustee
shall appoint a Successor Trustee. If the resigning Trustee does not
exercise this power, or if there is no then acting Trustee, the
resigning Trustee or any beneficiary may request a court of competent
jurisdiction to appoint a Successor Trustee, at the expense of the
trust estate.

C.Limitation of Liability.
No Successor Trustee shall be responsible for the acts or omissions of
any prior Trustee. Furthermore, any Successor Trustee may accept as
correct the accounting records of any prior Trustee. No Successor
Trustee shall have the duty to investigate or review the actions of any
prior Trustee, unless the Successor Trustee, within sixty (60) days of
its appointment, receives a written request to conduct such an
investigation from any beneficiary of this trust.

D.Definition of Trustee.
Except where the context should indicate otherwise, the term "Trustee,"
as used in this Trust, shall mean any Trustee or Co-Trustees, whether
original or successor, duly acting under this Trust.

E.Disability of a Trustee.
For the purposes of this Article, the terms "disability" and "disabled"
shall mean a Trustee's inability to perform his or her duties under
this Trust as a consequence of a physical or mental impairment.

If the Trustor, a Trustee or a beneficiary
of this Trust reasonably believes that an acting Trustee is disabled
(the "Disabled Trustee"), such person shall notify the Disabled
Trustee, in writing, as to the Disabled Trustee's inability to perform
the Trustee's duties. Any notice so given shall be referred to as the
"Disability Notice."

If the Disabled Trustee and a majority of the adult
income and remainder beneficiaries of this Trust cannot agree within
thirty (30) days after the date of the Disability Notice as to the
existence of such disability, the determination shall be made by two
physicians, one designated by the Disabled Trustee and one designated
by the remaining Trustee, or if there is no remaining Trustee, then by
a majority of the adult income and remainder beneficiaries of

-3-

this Trust; provided, however, that if the Disabled Trustee also is a current income beneficiary,
the Disabled Trustee shall have no vote in connection with the
designation of a physician by the majority of the current income and
remainder beneficiaries.

If these two physicians cannot agree on the
existence of a disability, they shall appoint a third physician, and
the determination of the majority of the three physicians shall be
conclusive and binding on all of the Trustees and on all of the
beneficiaries of any trust created under this Trust.

All costs incurred in connection with the
determination of a Trustee's disability shall be paid pro rata out of
the principal of the trusts in effect as of the date of the applicable
Disability Notice.

Notwithstanding the foregoing, if the Disabled
Trustee fails for any reason to designate a physician under this
Paragraph within ten (10) days after the expiration of the thirty (30)
day period referred to above, then the Disabled Trustee shall
conclusively be deemed to be disabled for all purposes under this
Article, and no physician determination of disability shall be
necessary.

ARTICLE V

ADMINISTRATION AND DISTRIBUTION OF TRUST ESTATE UPON THE DEATH OF THE TRUSTOR

Upon the death of the Trustor, the Trustee shall hold, administer and distribute the trust estate in accordance with the provisions of this Article.

A. Division of Trust Estate into Separate Trust Shares. The Trustee shall divide the trust estate into the following shares of equal value:

-4-

1. One Share for Each Living Child of the Trustor.
One (1) share for each child of the Trustor who is then living, which
share shall be set apart and designated as a separate trust share for
the benefit of such child; and

2. One Share for Each Deceased Child of the Trustor Who Leaves Living Issue.
One (1) share for each child of the Trustor who is then deceased, if
there are any then living issue of such deceased child. Such share
shall be set apart and designated as a separate trust share for the
benefit of the then living issue of such deceased child.

B.Outright Distribution of Child's Trust Share. Each trust share set apart for a living child of the Trustor shall be distributed, outright and free of trust, to such child.

C.Administration and Distribution of Trust for Issue of a Deceased Child.
Any trust share set apart for the issue of a deceased child of the
Trustor (a "Deceased Child") shall be administered as a separate trust
for the benefit of that Deceased Child's issue as a group (the
"Deceased Child's Issue"); such trust shall be referred to in this Subparagraph as a "Deceased Child's Trust."

The Trustee shall pay to or apply for the benefit of
any one or more of the Deceased Child's Issue so much of the net income
and principal from the Deceased Child's Trust as the Trustee, in its
discretion, deems necessary for the health, education, support and
maintenance of the Deceased Child's Issue as a group. Prior to making
any distributions under this Subparagraph, the Trustee first shall take
into consideration, to the extent the Trustee deems advisable, any
income or resources of the Deceased Child's Issue known to the Trustee.
Any income of the Deceased Child's Trust which is not distributed shall
be accumulated and added to the principal of such trust.

In exercising the discretion conferred by this
Subparagraph, the Trustee may pay more to or apply more for some
beneficiaries than others, and may make payments to or applications of
benefits for one or more beneficiaries to the exclusion of others, if
the Trustee deems this necessary or appropriate in light of the
circumstances, the size of the Deceased

-5-

Child's Trust, and the probable future needs
of the beneficiaries. Any payment or application of benefits pursuant
to this Subparagraph shall be charged against the Deceased Child's
Trust as a whole rather than against the ultimate distributive share of
the beneficiary to whom or for whose benefit the payment is made.

Final distribution shall be made of whatever shall
remain of the Deceased Child's Trust among the then living issue of the
Deceased Child, by right of representation, free of trust, at such time
as there is no living child of such Deceased Child who is under age
twenty-five (25). If there are no then living issue of such Deceased
Child, the undistributed balance of such Deceased Child's Trust shall
be divided in accordance with the provisions of Paragraph A of this
Article V, in the same manner as the portion of the trust estate
subject to said Paragraph A would have been divided upon the death of
the Trustor if the death of the Trustor had occurred immediately
following the death of the last to die of the Deceased Child and all of
the issue of the Deceased Child. After said division, the remaining
balance of such Deceased Child's Trust shall be administered and
distributed in accordance with the provisions of Paragraphs B and Cof this Article V.

D.Contingent Distribution Provisions.
If the Trustor and all of the Trustor's issue should die before the
final distribution of the trust estate, or the trusts created pursuant
to the provisions of this Trust, the Trustee shall distribute the
entire remaining trust estate not otherwise effectively disposed of,
free of trust, to those persons who would then be the Trustor's heirs,
their identities and respective shares to be determined as though the
Trustor's death had then occurred and according to the laws of the
State of California then in effect relating to the succession of
separate property not acquired from a predeceased spouse.

E.Trust for Beneficiary Until Age Twenty-Five.
If any provision of this Article directs the Trustee to make a
mandatory distribution of either income or principal outright and free
of trust to a beneficiary who is under age twenty-five (25), the
Trustee may, in the Trustee's sole and absolute discretion, either:

-6-

1.Distribute Outright. Distribute such income or principal outright to such beneficiary;

2. Hold Distribution in Trust. Continue
to hold such income or principal in a separate trust for such
beneficiary. The Trustee shall pay to or apply to the benefit of the beneficiary
of such trust so much of the net income and principal of the trust as
the Trustee, in its absolute discretion, deems necessary for the beneficiary's
health, education, support and maintenance. However, prior to making
any payments of either principal or income to the beneficiary
under this Subparagraph, the Trustee first shall take into
consideration, to the extent the Trustee deems advisable, the
beneficiary's other income and resources (including the beneficiary's
ability to earn income after the beneficiary has completed his or her
education) known to the Trustee. Any undistributed income shall be
accumulated and added to principal.

When the beneficiary of such trust attains the age
of twenty-five (25), the Trustee shall distribute the remaining balance
of the trust to the beneficiary, outright and free of trust. If such
beneficiary dies prior to attaining the age of twenty-five (25), the
Trustee shall distribute the remaining balance of such trust to the
beneficiary's estate; or

3. Distribute to Custodian. Make an
irrevocable transfer of such income or principal to a custodian,
selected by the Trustee, for such beneficiary, to be held under the
California Uniform Transfers to Minors Act until such beneficiary
attains age twenty-five (25).

F.Intentional Omission.
The Trustor has intentionally omitted to provide for her husband.
HAROLD JOHN SMITH Notwithstanding anything contained herein to the
contrary, it is the Trustor's intent that HAROLD take nothing under this Trust.

ARTICLE VI

FINAL TERMINATION OF ALL TRUSTS

Unless sooner terminated in accordance with any
other provisions of this Trust, each trust created under this Trust
shall terminate twenty-one (21) years after the death of the last
survivor

-7-

of the Trustor and those of the Trustor's issue who are living on the date of death of the Trustor. The
Trustee shall distribute all principal and undistributed income of any
trust terminated under this Article to the then income beneficiaries of that trust in the same proportion to which they are entitled to receive the trust income at the time of termination.

However, if the rights to income are not then fixed
by the terms of the trust, distribution under this Article shall be
made, by right of representation, to those persons who are then
entitled, or authorized in the Trustee's discretion, to receive income
payments.

ARTICLE VII

SPENDTHRIFT PROVISION

No beneficiary of any trust created under this Trust
shall have any right to alienate, encumber, or hypothecate his or her
interest in the principal or income of the trust in any manner;
provided, however, that such transactions shall be permissible with the
written consent of the Trustee, which consent may be given if the
Trustee (in the exercise of the Trustee's absolute discretion)
determines that such transaction would be beneficial to the respective
beneficiary and would not have a serious adverse effect on the interest
of any other beneficiary of the trust. The Trustee shall not be under
any obligation whatsoever to consent to any such transaction and need
not justify any refusal to do so.

The interest of any beneficiary in principal or
income of such beneficiary's trust shall not in any manner be subject
to the claims of his or her creditors, liable to attachment, execution,
or to any other processes of law, including bankruptcy proceedings. If
any creditor shall threaten or attempt to attach, garnish or seize any
such interest, the Trustee, so long as said threat or effort on the
part of such creditor continues, instead of paying the principal or
income due hereunderto said beneficiary, shall apply the same for such beneficiary's health, support, maintenance and education.

Notwithstanding anything contained in this Trust to
the contrary, the Trustee shall not have any powers or authority that
will cause the foregoing spendthrift provision to lose its status.

as such within the meaning of sections 15300, et seq. of the California Probate Code and section 541(c)(2) of the U.S. Bankruptcy Act.

ARTICLE VIII

POWERS OF TRUSTEE

A. Listing of Trustee's Powers. The
Trustee shall have the following powers with respect to any and all
property held under this Trust, in addition to those powers which may
now or in the future be conferred upon the Trustee under the laws of
the State of California:

1.General Investment Directive.
To invest and reinvest the trust funds in any kind of property (real,
personal or mixed) and every kind of investment appropriate under the
then-prevailing circumstances, specifically including, but not limited
to, corporate obligations of any kind; preferred or common stocks;
shares of investment trusts, investment companies, and mutual funds;
notes, real estate, bonds, debentures, mortgages, deeds of trust,
mortgage participations, market funds and index funds.

Among the circumstances that are appropriate to consider in investing and managing trust assets are the following:

(a) General economic conditions;

(b) The possible effect of inflation or deflation;

(c) The expected tax consequences of investment decisions or strategies;

(d) The role that each investment or course of action plays within the overall trust portfolio;

-9-

(e)The expected total return from income and the appreciation of

capital;

(f) The need for liquidity, regularity of income and preservation or appreciation of capital; and

(g) An
asset's special relationship or special value, if any, to the purposes
of the trust or to one or more of the beneficiaries.

In exercising the Trustee's powers, the Trustee
shall exercise care, skill and caution to attain the Trustor's goals
under this Trust. The Trustee shall consider individual investments as
part of an overall investment strategy, having risk and return
objectives reasonably suited to the purposes of the trust. The
Trustee's investments may include stock in, or any common trust fund
administered by the Trustee. In making and implementing investment
decisions, the Trustee shall diversify the investments of the trust
unless, under the circumstances, it is prudent not to do so.

2. Additional Securities Transactions. To
purchase securities on margin, borrow money using securities or any
trust property as collateral, purchase and sell commodities, purchase
and sell securities options, sell short, and engage in any transaction
involving any combination of these powers.

3. Income-Producing Property. To continue
to hold any income-producing property that the Trustee receives or
acquires under this Trust as long as the Trustee deems advisable.

5. Life Insurance. To retain, purchase, or acquire life
insurance policies on the life of any person and to exercise all rights
of ownership contained in those policies.

-10-

6. Stock and Securities Powers. To have
all rights, powers and privileges of an owner of the securities held in
trust, including, but not limited to, the power to vote, give proxies,
and pay assessments; to participate in voting trusts, pooling
agreements, foreclosures, reorganizations, consolidations, mergers,
liquidations, sales, and leases, and in connection with such
participation, to deposit securities with and transfer title to any
protective or other committee, as the Trustee may deem advisable; and
to exercise or to sell stock subscriptions or conversion rights.

7. Title Holding to Trust Assets. To hold
securities or other property in the Trustee's name as Trustee under
this Trust or in the name of a nominee. The Trustee may also hold
securities that are unregistered in such condition that ownership will
pass by delivery.

8. Business Interests Held in Trust. To
continue to hold and operate, to sell, or to liquidate, at the risk of
the trust estate, and at the Trustee's discretion, any business,
partnership interest or capital stock of any corporation that the
Trustee receives or acquires under any trust established under this
Trust. In connection with the powers given the Trustee under this
Subparagraph, the Trustee shall have the
power to guarantee any indebtedness incurred by any such business,
partnership or corporation, to execute and deliver evidences of such
guarantee, and to pledge, hypothecate or otherwise encumber any part or
all of the trust estate to secure payment of any indebtedness or
guarantee, and to repay such indebtedness out of the trust estate.

10. Leases of Trust Property. To lease
trust property for terms within or beyond the term of the trust and for
any purpose, including but not limited to, exploration for and

-11-

removal of gas, oil, and other minerals; and to enter into community oil leases, pooling, and unitization agreements.

11.Trust DebtsGeneral Powers.
To borrow money, and to encumber or hypothecate trust property by
mortgage, deed of trust, pledge, or otherwise, for the debts of the
trust or the joint debts of the trust and a co-owner of trust property;
while the Trustor is living, to guarantee any indebtedness incurred by
either or both of them; and in connection with any guarantee, to
execute and deliver promissory notes or other evidences of such
indebtedness or guarantee of the Trustee.

12. Litigation on Behalf of Trust. To commence or
defend such litigation in connection with the trust or any property of
the trust estate as the Trustee may deem advisable, at the expense of
the trust estate. The Trustee shall also have the power to compromise,
submit to arbitration, abandon, or otherwise adjust any claims or
litigation against or in favor of the trust estate.

13. Employment of Trust Agents. To employ
investment advisors, attorneys, accountants, and any other agents or
advisors to assist the Trustee in the administration of the trust
estate.

14. Liability Insurance.
To carry insurance of such kinds and in such amounts as the Trustee
deems advisable, at the expense of the trust estate, in order to
protect the trust estate against any damage or loss, and to protect the
Trustee personally against any liability arising from actions taken in
good faith by the Trustee on behalf of the trust estate.

15. Transactions Between Trust and Trustee. To loan or advance the Trustee's
own funds to the trust for any trust purpose, with interest at current
rates; to receive security for such loans in the forms of a mortgage,
pledge, deed of trust, or other encumbrance of any assets of the trust;
to purchase assets of the trust at their fair market value as
determined by an independent appraisal of those assets; to sell the
Trustee's own property to the trust at a price not

-12-

in excess of its fair market value as determined by an independent
appraisal; and to lease assets to or from the trust for fair rental
value as determined by an independent appraisal.

16. Loans to and from Probate Estate of Trustor or Trust Created by Trustor.To
loan funds or assets belonging to the trust estate to the probate
estate of the Trustor, from one trust to any other trust created under
this Trust, or to any trust created by the Trustor, upon such equitable
terms and in such amounts as the Trustee deems advisable.

17. Purchases from Probate Estate of Trustor or from Trust Created by Trustor.
To purchase property from the probate estate of the Trustor, or from
any trust created by the Trustor, at its fair market value.

18. Segregation of Assets of Each Trust.
There need be no physical segregation or division of the various trusts
created in this Trust, except as segregation or division may be
required by the termination of any of the trusts; however, the Trustee
shall keep separate accounts for the different undivided interests.

Prorata orNon-Prorata Division of Trust Assets.
In any case in which the Trustee is required or authorized, pursuant to
the provisions of this Trust, to divide any trust property into parts
or shares for the purpose of distribution, or otherwise, the Trustee is
authorized, in the Trustee's discretion, based on fair market values at
the time of the division or distribution, to make the division and
distribution in identical interests, in kind, including undivided
interests in any property, or partly in kind and partly in money, on a
prorata or non-prorata basis, and for this purpose, to make such sales
of the trust property as the Trustee may deem necessary on such terms
and conditions as the Trustee shall determine.

Payments to Minor or Disabled Beneficiary.
To make payments to a minor or other disabled beneficiary by making
payments to the beneficiary's parent, guardian, or conservator, or the
Trustee may apply payments directly for the beneficiary's benefit.
The Trustee also may make payments directly to a minor if, in the
Trustee's judgment, the minor is of sufficient age and maturity to
spend the money properly.

Modification of Trustee Powers.
To release or to restrict any power held by the Trustee in connection
with any trust created under this Trust, whether such power is
expressly granted in this Trust or is implied by law. Any release or
restriction of any power shall be made in a written instrument
specifying the power to be released or restricted. Any power released
by the Trustee shall be extinguished except to the extent this Trust
expressly provides that such power shall pass to another.

22. Generation-Skipping Transfer Tax Powers.
To assist the Trustee in administering those trusts created hereunder
which may be subject to the federal Generation-Skipping Transfer Tax,
and in preserving and maximizing the exemptions allowable in computing
such tax, the Trustee is authorized and, where specifically indicated,
is directed:

(a) To allocate the Trustor's unused
Generation-Skipping Transfer Tax exemption ("GST Exemption") under
Internal Revenue Code §2631 to any property or to any trust with
respect to which the Trustor is the transferor for the purpose of such
tax, and to exclude any of such property from such allocation. However,
if the power to allocate such exemption would constitute a general
power of appointment to the holder thereof under Internal Revenue Code
§2041, such power shall be exercised only by those other acting
Trustees with respect to whom the power to allocate such exemption will
not constitute a general power of appointment. If there are no such
other Trustees, such exemption shall be allocated as specified in
Internal Revenue Code §2632(c).

(b)
The Trustee is directed to divide any trust created hereunder which may
be subject to the federal Generation-Skipping Transfer Tax (hereinafter
referred to as a "Potential Generation-Skipping Trust") and which has
an Inclusion Ratio (as defined in Internal Revenue Code §2642) of other
than 0 or 1, into two separate trusts
(hereinafter referred to as "Divided Trusts") with the same terms and
the same beneficiaries, so that one of such Divided Trusts has an
Inclusion Ratio of 0 (the "Exempt Trust") and the other of 1 (the
"Non-Exempt Trust"). After such division,
the Trustee is authorized, in its discretion, to make any distributions
of principal and any discretionary distributions of income otherwise
provided for under the terms of the Potential Generation-Skipping Trust
first from the Non-Exempt Trust and, only when that trust is depleted, then from the Exempt Trust.

(c)
In dividing any "Potential Generation-Skipping Trust" under this
Subparagraph, the Trustee shall allocate to the Non-Exempt Trust
created from such "Potential Generation-Skipping Trust" the minimum
fractional share of the assets contained in such "Potential
Generation-Skipping Trust" that is necessary to leave the Exempt Trust
with an Inclusion Ratio of 0.

23.Delayed Division or Distribution of Trust.
Notwithstanding that, under the terms of any trust created under this
Trust, such trust may terminate or a distribution or division may be
required by reason of the death of the Trustor or for any other reason,
and subject to any final termination
clause contained in this Trust, the Trustee may defer or delay
termination, distribution or division for a reasonable period of time
in order to:

(a) receive assets made payable to the Trustee upon or by reason of the Trustor's death;

(b) sell
assets of the trust when the Trustee deems such action advisable to
accomplish its orderly distribution or other reasonable objectives;

(c) complete the orderly administration of the trust, including the
payment of all taxes due upon or by reason of the Trustor's death; or

(d)
avoid adverse tax consequences which may arise by reason of such
action, such as creating a "disposition" which would adversely affect
an election available for federal estate tax purposes.

In determining what is a reasonable period of time,
due consideration shall be given to the period of time required for
final determination of federal estate taxes and state inheritance
taxes, and, in any event, a delay until the federal estate tax and
state death tax returns of the Trustor have been filed shall be deemed reasonable.

24. Discretionary Distribution of Trust Income to Reduce Income Tax Liability.
The provisions of this Subparagraph shall apply to any and all
"discretionary trusts" created under this Trust. For the purposes of
this Subparagraph, a "discretionary trust" is a trust which provides,
in relevant part, that the Trustee has the power to determine whether
the net income of such trust, and how much of such net income, shall be
paid to or applied on behalf of a beneficiary of such trust.

The Trustee also may pay to or apply on behalf of a
beneficiary of a discretionary trust so much of the net income of the
discretionary trust as the Trustee, in its sole discretion, deems
advisable for the purpose of reducing the overall income tax liability
on such income. The Trustee shall have no liability to any beneficiary
of such discretionary trust for failing to exercise the power described
in this Subparagraph, even if such failure causes the overall income
tax liability on the net income of such discretionary trust to be
greater than such income tax liability would have been if any portion
or all of the net income of the discretionary trust had been
distributed to the beneficiary (or beneficiaries) of such discretionary trust.

Notwithstanding anything herein to the contrary, any
Trustee who is also a beneficiary of such discretionary trust shall
have no right or power under this Subparagraph to cause income to be
distributed to or on behalf of himself or herself as a beneficiary of
such discretionary trust, or to a person such Trustee is legally
obligated to support.

25. Division and Consolidation of Trusts.
Subject to the provisions of Subparagraph 22 of this Paragraph, the
Trustee, in the Trustee's discretion, may divide any trust created
under this Trust into two or more separate trusts that have the same
terms.

The Trustee, in the Trustee's discretion, also may
combine any trust created under this Trust with any other trust
otherwise created, so long as:

(a) The Trustee determines that administration as a
single trust will be consistent with the intent of the persons who
established the trusts, including the intent with respect to the tax
consequences of the trusts, and will facilitate trust administration
without defeating or impairing any beneficial interests;

(b)
The trusts to be combined have the same Inclusion Ratios for
generation-skipping transfer tax purposes, unless the Trustee
determines, in the Trustee's discretion, that economic efficiency or
other considerations justify combining trusts with different Inclusion
Ratios; and

The terms of the various trusts are substantially identical.

B. Allocation of Receipts and Expenses to Income and Principal.
The determination of all matters with respect to what is principal and
income of the trust estate and the apportionment and allocation of
receipts and expenses between principal and income shall be governed by
the provisions of the California Uniform Principal and Income Act, as
amended from time to time. Any such matter not provided for either in
this Trust or in the California Uniform Principal and Income Act shall
be determined by the Trustee, in the Trustee's discretion.

C. Waiver of Bond. No bond shall be required of any person acting as Trustee under any trust established under this Trust.

D.Delegation of Trustee Powers.
A Trustee may delegate to the other Trustee or Trustees then acting, or
to one or more agents, administrative and ministerial duties relating
to the trusts established under this Trust. Pursuant to such
delegation, one Trustee acting alone, or a designated agent, shall have
the power to handle administrative matters of the trust, including,
without limitation, the power to perform all acts necessary to transfer
any real and personal property contained in such trusts and to execute
all documents in connection therewith; to open accounts of any type in
one or more financial institutions; to authorize the deposit or
withdrawal of funds from any or all of such accounts and to sign checks
on such accounts; and to enter into trust safe deposit boxes.

All transfer agents, corporations and financial
institutions dealing with a single Trustee or an agent pursuant to the
provisions of this paragraph shall be relieved of all liability as a
consequence of dealing with such Trustee or agent, and shall not be
under any responsibility to see to the performance of the trusts
created under this Trust.

E.Installment Notes Delayed Distribution.
If the trust estate includes a promissory note or notes for which gain
would be accelerated under Internal Revenue Code §453B if distributed
to a beneficiary, the note or notes shall
not be distributed at the time as otherwise provided for by this trust,
but shall continue to be held in trust, and the payments received by
the Trustee on the note or notes shall be distributed as received to
the beneficiary or beneficiaries who would otherwise receive the promissory note or notes, or to their respective successors-in-interest.

F."S" Corporation Stock.
If any trust created hereunder has distributed or payable to it stock
in an "S" corporation, and such trust, if it receives or continues to
hold such stock, will not be a permitted stockholder of such "S"
corporation, the Trustee shall, no later than "the mandatory
distribution date" (as hereinafter defined), distribute such stock,
outright and free of trust, to the income beneficiary of such trust, or
if there is more than one income beneficiary, then to each such beneficiary in the proportions in which such beneficiaries are entitled to receive the income, or if there is no income beneficiary, then in equal shares to those persons who are then entitled to receive the income in the Trustee's discretion.

The term "mandatory distribution date," as used in
this Trust, shall be deemed to mean the last day within the applicable
time period specified in Internal Revenue Code § 1361 (c)in
which such stock must be removed from said trust in order for said
corporation not to lose its "S" corporation status. The Trustor directs
that the Trustee carry out these instructions in compliance with
Internal Revenue Code §1361(c) and any and all regulations promulgated
thereunder.

Notwithstanding anything contained in this Trust to
the contrary, if any distributee under this Paragraph is of an age
permitting assets to be held for such person under the California
Uniform Transfers to Minors Act, then the Trustee shall distribute the
aforesaid stock to a custodian, selected by the Trustee, for such
distributee until age twenty-five (25) under the California Uniform
Transfers to Minors Act.

G.Termination of Trust with Principal Under $50,000.
Notwithstanding any provision in this Trust to the contrary, if at any
time the fair market value of any separate trust held by the Trustee
under this Trust is less than Fifty Thousand Dollars ($50,000), then
the Trustee, in its sole and absolute discretion, may terminate such
trust. Upon the termination of such trust, the Trustee shall distribute
the assets held thereunder free of trust, in equal shares, to each of
the persons then entitled to mandatory or discretionary income
distributions from such trust; provided, however, that in the case of a
beneficiary under age twenty-five (25) at the time of such termination,
the Trustee shall distribute the assets held under such trust pursuant
to the provisions of Paragraph E of Article V of this Trust.

ARTICLE IX

REVOCATION AND AMENDMENT

A. Revocation by Trustor. The Trustor may revoke this Trust at any time during the Trustor's
lifetime, by delivering written notice of revocation to the Trustee.
Upon revocation, the Trustee shall promptly distribute to the Trustor
all of the property then constituting the trust estate.

Amendment By Trustor.
This Trust may be amended at any time during the Trustor's lifetime
only by a written instrument executed by the Trustor. All amendments to
this Trust shall be delivered to the Trustee; however, the Trustor
shall first obtain the Trustee's consent to any amendment that
increases the Trustee's duties or liabilities.

C.Trusts Irrevocable Upon Death of Trustor.
Upon the death of the Trustor, all trusts created under this Trust
shall be irrevocable, and shall not be subject to amendment by any
person.

D.Power of Attorney-in-Fact to Amend or Revoke Trust.
The power of the Trustor to amend or revoke this Trust may be exercised
by an attorney-in-fact appointed by the Trustor under a power of
attorney.

ARTICLE X

LIFE INSURANCE PROVISIONS

A. No Obligation to Pay Premiums. The
Trustee is not required to pay any premiums or assessments upon any
insurance policy on the life of the Trustor which is not part of the
trust estate, even if the Trustee is designated as the beneficiary
of such policy. In addition, the Trustee shall not be obligated to take
any action to ensure that the premiums on such policies are paid.

B.Reservation of Rights by Owner of Policies.
The owner of each insurance policy of which the Trustee is designated a
beneficiary shall have all rights, options and privileges of ownership
in such policy. These rights, options and privileges include, but are
not limited to, the right to change beneficiaries,
to borrow against such policy, and to pledge such policy as security
for any loan. The Trustee shall not be responsible for any acts or
omissions of the Trustor in connection with any life insurance policy.

C. Trustee's Duties Upon Death of Insured. Upon the death of the insured:

1. The Trustee shall use reasonable efforts to collect the proceeds of all life insurance policies payable to the Trustee.

2. The Trustee shall
have the power to take any actions that the Trustee deems necessary to
collect the proceeds of such policies and to pay the expense of
collection out of the trust estate; however, the Trustee shall not be
required to bring suit to enforce payment of such policies until the
Trustee shall have been indemnified to its satisfaction against all expenses and liabilities which might arise in connection with such litigation.

3. The Trustee shall have the power to compromise or
settle any dispute in connection with such policies, and to execute all
necessary and proper releases and acquittances.

4. No insurance company shall be required to inquire
into the Trustee's application or disposition of policy proceeds paid
to the Trustee by such insurance company. The written receipt of the
Trustee to the insurance company shall be considered a full release and
discharge.

ARTICLE XI

TRUSTEE'S COMPENSATION

Each Trustee shall be entitled to reasonable
compensation for ordinary services, for any extraordinary services
performed by such Trustee, and for all services rendered in connection
with the termination or revocation, in whole or in part, of any trust
created under this Trust.

ARTICLE XII

NO CONTEST CLAUSE

A. Disinheritance of Contestant. If any beneficiary under this Trust, or any legal heir of the Trustor, or any person claiming under any of them, directly or indirectly:

Attacks this Trust or, in any manner,
attacks or seeks to impair or invalidate any of its provisions in any
legal proceeding that is designed to thwart the Trustor's wishes as expressed in this Trust;

Claims entitlement to any asset of this
Trust by way of any written or oral contract, other than a bona fide
written contract executed by the Trustor, requiring the sale of any asset contained in this Trust;

Challenges the appointment of any person named as a Trustee;

Objects to any construction or
interpretation of this Trust, or any provision of it, that is adopted
or proposed in good faith by the Trustee;

Claims an interest in any property alleged
by the Trustee to belong to the estate of the Trustor, including any
action under a community property confirmation proceeding pursuant to
California Probate Code §§13650 and 13651;

Attacks or seeks to impair or invalidate any of the following:

Any beneficiary designation made by the Trustor in connection with any insurance policy on the life of the Trustor;

Any beneficiary designation made by the Trustor in connection with
any qualified retirement plan of which the Trustor was a participant,
or of any Individual Retirement Account established by the Trustor;

The last Will created by the Trustor or any provision thereof;

Any gift made by the Trustor prior to the date of this Trust; or

Any transaction by which the Trustor sold any asset to any child or
children of the Trustor; then in that event the Trustor specifically
disinherits each such person (the "Contestant"), and all such bequests,
devises and interests given to the Contestant under this Trust or under
the last Will created by the Trustor shall be forfeited as though the Contestant had predeceased the Trustor
without issue; for all purposes under this Trust, such Contestant, the
spouse of such Contestant, and all of the issue of such Contestant
shall be deemed to have predeceased the Trustor.

B.Attorneys' Fees.
The Trustee is authorized to defend any contest against this Trust, or
any of its provisions, and to pay the expenses of such defense from the
trust estate.

C.Provisions Severable. In the event that any provision of this Article is held to be invalid, void or illegal, the same shall be deemed severable
from the remainder of the provisions of this Article, and shall in no
way affect, impair or invalidate any other provision contained in this
Article. If such provision shall be deemed invalid due to its scope and
breadth, such provision shall be deemed valid to the extent of the
scope or breadth permitted by applicable California law.

ARTICLE XIII

TAX ALLOCATION PROVISIONS

Except as provided to the contrary in this Trust,
the Trustor directs that all federal estate taxes imposed upon or in
relation to any property required to be included in the gross estate of
the Trustor for federal estate tax purposes, and all inheritance and
succession taxes payable on or resulting from or by reason of the death
of the Trustor, with the exception of any Generation-Skipping Transfer
Tax, whether or not attributable to property subject to probate
administration, shall be prorated in accordance with the provisions of
California Probate Code §§20110 through 20117, as amended from time to time.

Except as provided to the contrary in this Trust,
the Trustor further directs that any Generation-Skipping Transfer Tax
imposed upon or in relation to any property of which the Trustor is
considered to be the transferor for the purposes of such tax, shall be
prorated in accordance with the provisions of California Probate Code §§20210 through 20215, as amended from time to time.

ARTICLE XIV

REFERENCES AND DEFINITIONS

All references in this Trust to the singular number
and neuter gender shall be deemed to include the plural number and the
masculine or feminine gender when the context so requires and vice
versa.

The terms "child," "children," "issue,"
"descendants," "heirs," or words of similar import, shall include
legally adopted persons who were legally adopted prior to their
attaining the age of majority. Unless specifically
provided to the contrary in this Trust, such terms shall in no event
include step-children, foster children or any issue of step-children or
foster children. For the purposes of this Trust, a child or issue in
gestation shall be considered as then living if such child or issue in
gestation is later born alive.

The term "education" shall include, but shall not be
limited to, private primary and secondary schooling, college and
postgraduate study, and vocational education, so long as pursued to
advantage by the beneficiary, in the Trustee's judgment and discretion.
In determining payments to be made for education, the Trustee shall
take into consideration the beneficiary's reasonable related living
expenses.

ARTICLE XV GOVERNING LAW

All questions relating to the validity, construction
and administration of this Trust shall be determined in accordance with
the laws of the State of California.

ARTICLE XVI NAME OF TRUST

The name of this Trust shall be the "SARA JANE SMITH LIVING TRUST."

The Trustor and the Trustee has executed this Trust on January 29, 2002

SARA JANE SMITH

TRUSTOR AND TRUSTEE

STATE OF CALIFORNIA

) SS.

COUNTY OF LOS ANGELES)

January 29, 2002, before me, the
undersigned, a Notary Public in and for said State, personally appeared
SARA JANE SMITH, or proved to me on the basis of satisfactory evidence)
to be the person whose name is subscribed to the within instrument and
acknowledged that she executed the same in her authorized capacity, and
that by her signature on the instrument the person, or the entity upon
behalf of which the person acted, executed the instrument.